UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of earliest event reported): August
7, 2008
GRIFFON
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
1-6620
|
11-1893410
|
|
(State
or Other Jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
File
Number)
|
Identification
Number)
|
|
100
Jericho Quadrangle
|
|
|
Jericho,
New York
|
11753
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(516)
938-5544
(Registrant’s
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
Item
2.02. Results
of Operations and Financial Condition.
On
August
7, 2008, Griffon Corporation (the “Registrant”) issued a press release
announcing the Registrant’s financial results for the third fiscal quarter ended
June 30, 2008. A copy of the Registrant’s press release is attached hereto as
Exhibit 99.1.
Item
7.01. Regulation
FD Disclosure.
On
August
7, 2008, the Registrant issued a press release announcing the terms of a
backstopped public rights offering and entry into an investment agreement with
GS Direct, L.L.C., an affiliate of Goldman, Sachs & Co. A copy of the
Registrant’s press release is attached hereto as Exhibit 99.2.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits.
99.1.
Press
Release, dated August 7, 2008
99.2.
Press
Release, dated August 7, 2008
The
information filed as exhibits to this Form 8-K is being furnished in accordance
with Items 2.02 and 7.01 and shall not be deemed to be “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of such section, nor shall such
information be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
2
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| GRIFFON CORPORATION | ||
| |
|
|
| By: | /s/ Patrick L. Alesia | |
|
Patrick L. Alesia |
||
| Chief Financial Officer | ||
Date:
August 7, 2008
3
Exhibit
Index
|
99.1.
|
Press
release, dated August 7, 2008
|
|
99.2.
|
Press
Release, dated August 7,
2008
|
Contact:
Patrick L. Alesia
Chief
Financial Officer
(516)
938-5544
GRIFFON
CORPORATION ANNOUNCES OPERATING RESULTS
FOR
THE THIRD QUARTER OF FISCAL 2008
JERICHO,
NEW YORK, August 7, 2008
-
Griffon Corporation (NYSE:GFF) today reported operating results for the third
quarter of fiscal 2008, ended June 30, 2008.
Net
sales
for the third quarter of fiscal 2008 were $322.3 million, compared to $337.2
million in the third quarter of fiscal 2007. Income from continuing operations
was $9.4 million, or $.31 per diluted share, for the quarter compared to $6.1
million, or $.20 per diluted share, last year. The
income from continuing operations for the third quarter of fiscal 2008 was
favorably impacted by a tax benefit of $.1 million, versus a tax expense of
$4.1 million in the prior year’s comparable quarter. Loss from
discontinued operations was $19.2 million, or $.64 per diluted share, compared
to $1.7 million, or $.06 per diluted share, last year. Net loss for the quarter
was $9.8 million, or $.33 per diluted share, compared to net income of $4.4
million, or $.14 per diluted share, last year.
In
May
2008,
the
company’s Board of Directors approved a plan to exit all operating activities of
the Installation Services segment in 2008.
Certain
operating units in the Installation Services segment were closed during the
second and third quarters, others were sold during the third quarter and the
remaining operating units in Las Vegas and Phoenix are expected to be sold
in
the fourth quarter of fiscal 2008. Results of operations related to
substantially all of the operating units of the Installation Services segment
from the beginning of each fiscal period presented through June 30, 2008 have
been reflected as discontinued operations in the condensed consolidated income
statements. Net sales of these operating units were $22.6 million and $61.5
million for the three months ended June 30, 2008 and 2007.
Disposal costs
related to the Installation Services segment included in its operating results
were $23.3 million and $36.2 million for the three and nine months ended June
30, 2008, respectively. The company presently estimates that it may incur
total additional disposal costs of up to $17 million for the remainder of
fiscal 2008, of which $5 million to $10 million is estimated to be
cash-related.
Telephonics
Results
For
the
quarter ended June 30, 2008, Telephonics generated sales of $88.3 million,
a
26.8% decrease from the third quarter of fiscal 2007.
The
operating results declined as anticipated as a result of the completion in
late
fiscal 2007 of substantial contracts with Syracuse Research Corporation (SRC).
Excluding the impact of the SRC contracts in the respective third quarter
periods, core business sales grew by approximately $24.6 million, or 39%.
Clopay
Garage Doors Results
For
the
quarter ended June 30, 2008, the company’s Garage Doors segment generated sales
of $114.7 million, a 7.6% decrease from the third quarter of fiscal 2007.
The
company’s Garage Doors segment results were consistent with the sustained
downturn in the housing market. We believe that our business was further
adversely impacted by weakness in the consumer credit markets. The segment’s
management has focused on cost reduction programs including, but not limited
to,
reductions in force, reducing or eliminating certain sales and marketing
programs and consolidating facilities where possible.
Clopay
Specialty Plastic Films Results
For
the
quarter ended June 30, 2008, the company’s Specialty Plastic Films segment
generated sales of $121.1 million, a 25.1% increase from the third quarter
of
fiscal 2007.
Specialty
Plastic Films achieved higher sales resulting primarily from a favorable product
mix, primarily in North America, the partial pass-through of higher selling
prices from rising resin costs, and the impact of foreign exchange, partially
offset by lower selling prices to a major customer and lower unit volumes.
Operating
income increased by $2.6 million as a result of a favorable product mix and
the
impact of foreign exchange.
Balance
Sheet and Capital Expenditures
As
previously announced, on June 24, 2008, the company’s subsidiaries, Clopay
Building Products Company, Inc. and Clopay Plastic Products Company, Inc.,
entered into a credit agreement for their domestic operations with JPMorgan
Chase Bank, N.A., as administrative agent, and the lenders party thereto,
pursuant to which the lenders agreed to provide a five-year, senior secured
revolving credit facility of $100 million. Availability under the credit
facility is based upon certain eligible accounts receivable, inventory, cash
and
cash equivalents and property, plant and equipment. Proceeds of a $33 million
draw under this facility were primarily used to refinance existing maturing
lease obligations.
The
company’s total cash balances at the end of the third quarter of fiscal 2008
were $47.0 million. Total debt outstanding at the end of the quarter was $234.7
million, including $130 million of convertible notes. Capital expenditures
during the third quarter of fiscal 2008 were $37.3 million.
Conference
Call Information
The
company will hold a conference call to discuss its results today, August 7,
2008, at 4:30 PM EDT. The conference call can be accessed by dialing
1-800-322-9079 (U.S. participants) or 1-973-582-2717 (International
participants). Callers should ask to be connected to Griffon Corporation’s third
quarter earnings teleconference and provide the conference ID number 58333941.
A
replay of the call will be available from August 7, 2008 at 7:30 PM EDT by
dialing 1-800-642-1687 (U.S.) or 1-706-645-9291 (International). The replay
access code is 58333941. The replay will be available through August 21,
2008.
Forward-looking
Statements
“Safe
Harbor” Statement under the Private Securities Litigation Reform Act of 1995:
All statements other than statements of historical fact included in this
release, including without limitation statements regarding the company’s
financial position, business strategy and the plans and objectives of the
company’s management for future operations, are forward-looking statements. When
used in this release, words such as “anticipate”, “believe”, “estimate”,
“expect”, “intend”, and similar expressions, as they relate to the company or
its management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of the company’s management, as well as
assumptions made by and information currently available to the company’s
management. Actual results could differ materially from those contemplated
by
the forward-looking statements as a result of certain factors, including but
not
limited to, business, financial market and economic conditions, including,
but
not limited to, the credit market, the housing market, results of integrating
acquired businesses into existing operations, the results of the company’s
restructuring and disposal efforts, competitive factors and pricing pressures
for resin and steel and capacity and supply constraints. Such statements reflect
the views of the company with respect to future events and are subject to these
and other risks, uncertainties and assumptions relating to the operations,
results of operations, growth strategy and liquidity of the company as
previously disclosed in the
company’s SEC filings.
Readers
are cautioned not to place undue reliance on these forward-looking statements.
The company does not undertake to release publicly any revisions to these
forward-looking statements to reflect future events or circumstances or to
reflect the occurrence of unanticipated events.
About
Griffon Corporation
Griffon
Corporation, headquartered in Jericho, New York, is a diversified holding
company consisting of three distinct business segments: Electronic Information
and Communication Systems, through Telephonics Corporation; Garage Doors,
through Clopay Building Products Company; and Specialty Plastic Films, through
Clopay Plastic Products Company. Telephonics
Corporation’s high-technology engineering and manufacturing capabilities provide
integrated information, communication and sensor system solutions to military
and commercial markets worldwide. Telephonics specializes in aircraft
intercommunication systems, wireless communication systems, radars,
identification friend or foe products, integrated security systems, air traffic
management systems, aerospace electronics, and the performance of threat and
radar system analyses. Clopay
Building Products Company is a leading manufacturer and marketer of residential
garage doors to
professional installing dealers and major home center retail chains.
Clopay
Plastic Products is an international leader in the development and production
of
embossed, laminated and printed specialty plastic films used in a variety of
hygienic, health-care and industrial markets. For more information on the
company and its operating subsidiaries, please see the company's website at
www.griffoncorp.com.
|
GRIFFON
CORPORATION AND SUBSIDIARIES
|
|||||||||||
|
OPERATING
HIGHLIGHTS
|
|||||||||||
|
(Unaudited)
|
|
For
the Three Months Ended
|
For
the Nine Months Ended
|
||||||||||||
|
June
30,
|
June
30,
|
||||||||||||
|
PRELIMINARY
(IN THOUSANDS)
|
2008
|
2007
|
2008
|
2007
|
|||||||||
|
Net
Sales:
|
|||||||||||||
|
Electronic
Information and Communication Systems
|
$
|
88,251
|
$
|
120,553
|
$
|
262,508
|
$
|
374,567
|
|||||
|
Garage
Doors
|
114,657
|
124,073
|
319,396
|
370,618
|
|||||||||
|
Specialty
Plastic Films
|
121,147
|
96,848
|
342,220
|
300,233
|
|||||||||
|
Intersegment
eliminations
|
(1,788
|
)
|
(4,280
|
)
|
(8,484
|
)
|
(13,099
|
)
|
|||||
|
$
|
322,267
|
$
|
337,194
|
$
|
915,640
|
$
|
1,032,319
|
||||||
|
Operating
Income (Loss):
|
|||||||||||||
|
Electronic
Information and Communication Systems
|
$
|
9,173
|
$
|
9,951
|
$
|
21,795
|
$
|
35,302
|
|||||
|
Garage
Doors
|
2,252
|
4,506
|
(8,069
|
)
|
4,027
|
||||||||
|
Specialty
Plastic Films
|
5,506
|
2,857
|
15,856
|
12,136
|
|||||||||
|
Segment
operating income
|
16,931
|
17,314
|
29,582
|
51,465
|
|||||||||
|
Unallocated
amounts
|
(5,524
|
)
|
(4,362
|
)
|
(16,314
|
)
|
(13,405
|
)
|
|||||
|
Interest
and other, net
|
(2,123
|
)
|
(2,689
|
)
|
(6,844
|
)
|
(7,313
|
)
|
|||||
|
Income
from continuing operations before income
taxes
|
$
|
9,284
|
$
|
10,263
|
$
|
6,424
|
$
|
30,747
|
|||||
|
GRIFFON
CORPORATION AND SUBSIDIARIES
|
||
|
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||
|
(Unaudited)
|
| THREE MONTHS ENDED JUNE 30, | |||||||
|
PRELIMINARY
|
2008
|
2007
|
|||||
|
Net
sales
|
$
|
322,267,000
|
$
|
337,194,000
|
|||
|
Cost
of sales
|
248,887,000
|
264,236,000
|
|||||
|
Gross
profit
|
73,380,000
|
72,958,000
|
|||||
|
Selling,
general and administrative expenses
|
62,739,000
|
61,045,000
|
|||||
|
Restructuring
and other related charges
|
180,000
|
79,000
|
|||||
|
Total
operating expenses
|
62,919,000
|
61,124,000
|
|||||
|
Income
from operations
|
10,461,000
|
11,834,000
|
|||||
|
Other
income (expense):
|
|||||||
|
Interest
expense
|
(2,399,000
|
)
|
(3,223,000
|
)
|
|||
|
Interest
income
|
276,000
|
534,000
|
|||||
|
Other,
net
|
946,000
|
1,118,000
|
|||||
|
(1,177,000
|
)
|
(1,571,000
|
)
|
||||
|
Income
from continuing operations before
income taxes
|
9,284,000
|
10,263,000
|
|||||
|
Provision
(benefit) for income taxes
|
(72,000
|
)
|
4,118,000
|
||||
|
Income
from continuing operations before discontinued
operations
|
9,356,000
|
6,145,000
|
|||||
|
Discontinued
operations:
|
|||||||
|
Loss
from operations of the discontinued Installation Services
business (including a loss on disposal of $23,324,000
for the three-month period ended June 30, 2008)
|
(28,113,000
|
)
|
(2,863,000
|
)
|
|||
|
Income
tax benefit
|
(8,957,000
|
)
|
(1,115,000
|
)
|
|||
|
Loss
from discontinued operations
|
(19,156,000
|
)
|
(1,748,000
|
)
|
|||
|
Net
income (loss)
|
$
|
(9,800,000
|
)
|
$
|
4,397,000
|
||
|
Basic
earnings (loss) per share:
|
|||||||
|
Continuing
operations
|
$
|
.31
|
$
|
.21
|
|||
|
Discontinued
operations
|
(.64
|
)
|
(.06
|
)
|
|||
|
$
|
(.33
|
)
|
$
|
.15
|
|||
|
Diluted
earnings (loss) per share:
|
|||||||
|
Continuing
operations
|
$
|
.31
|
$
|
.20
|
|||
|
Discontinued
operations
|
(.64
|
)
|
(.06
|
)
|
|||
|
$
|
(.33
|
)
|
$
|
.14
|
|||
|
Weighted-average
shares outstanding - basic
|
30,062,000
|
29,977,000
|
|||||
|
Weighted-average
shares outstanding - diluted
|
30,261,000
|
31,032,000
|
|||||
|
GRIFFON
CORPORATION AND SUBSIDIARIES
|
||
|
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||
|
(Unaudited)
|
|
NINE
MONTHS ENDED JUNE 30,
|
|||||||
|
PRELIMINARY
|
2008
|
2007
|
|||||
|
Net
sales
|
$
|
915,640,000
|
$
|
1,032,319,000
|
|||
|
Cost
of sales
|
720,052,000
|
816,574,000
|
|||||
|
Gross
profit
|
195,588,000
|
215,745,000
|
|||||
|
Selling,
general and administrative expenses
|
182,273,000
|
179,900,000
|
|||||
|
Restructuring
and other related charges
|
2,572,000
|
79,000
|
|||||
|
Total
operating expenses
|
184,845,000
|
179,979,000
|
|||||
|
Income
from operations
|
10,743,000
|
35,766,000
|
|||||
|
Other
income (expense):
|
|||||||
|
Interest
expense
|
(8,600,000
|
)
|
(9,219,000
|
)
|
|||
|
Interest
income
|
1,756,000
|
1,906,000
|
|||||
|
Other,
net
|
2,525,000
|
2,294,000
|
|||||
|
(4,319,000
|
)
|
(5,019,000
|
)
|
||||
|
Income
from continuing operations before
income taxes
|
6,424,000
|
30,747,000
|
|||||
|
Provision
(benefit) for income taxes
|
(325,000
|
)
|
12,625,000
|
||||
|
Income
from continuing operations before discontinued
operations
|
6,749,000
|
18,122,000
|
|||||
|
Discontinued
operations:
|
|||||||
|
Loss
from operations of the discontinued Installation Services
business (including a loss on disposal of $36,213,000
for the nine-month period ended June 30, 2008)
|
(52,336,000
|
)
|
(8,292,000
|
)
|
|||
|
Income
tax benefit
|
(13,063,000
|
)
|
(3,287,000
|
)
|
|||
|
Loss
from discontinued operations
|
(39,273,000
|
)
|
(5,005,000
|
)
|
|||
|
Net
income (loss)
|
$
|
(32,524,000
|
)
|
$
|
13,117,000
|
||
|
Basic
earnings (loss) per share:
|
|||||||
|
Continuing
operations
|
$
|
.23
|
$
|
.61
|
|||
|
Discontinued
operations
|
(1.31
|
)
|
(.17
|
)
|
|||
|
$
|
(1.08
|
)
|
$
|
.44
|
|||
|
Diluted
earnings (loss) per share:
|
|||||||
|
Continuing
operations
|
$
|
.22
|
$
|
.58
|
|||
|
Discontinued
operations
|
(1.30
|
)
|
(.16
|
)
|
|||
|
$
|
(1.08
|
)
|
$
|
.42
|
|||
|
Weighted-average
shares outstanding - basic
|
30,057,000
|
29,959,000
|
|||||
|
Weighted-average
shares outstanding - diluted
|
30,229,000
|
31,089,000
|
|||||
|
CONDENSED
CONSOLIDATED BALANCE SHEETS
|
|||||||
|
(Unaudited)
|
|||||||
|
PRELIMINARY
|
JUNE
30,
|
SEPTEMBER
30,
|
|||||
|
2008
|
2007
|
||||||
|
ASSETS
|
|||||||
|
Current
Assets:
|
|||||||
|
Cash
and cash equivalents
|
$
|
47,039,000
|
$
|
44,747,000
|
|||
|
Accounts
receivable, net
|
166,141,000
|
172,333,000
|
|||||
|
Contract
costs and recognized income not yet billed
|
68,050,000
|
77,184,000
|
|||||
|
Inventories
|
165,280,000
|
143,962,000
|
|||||
|
Assets
of discontinued operations
|
16,139,000
|
74,301,000
|
|||||
|
Prepaid
expenses and other current assets
|
66,427,000
|
47,670,000
|
|||||
|
Total
current assets
|
529,076,000
|
560,197,000
|
|||||
|
Property,
plant and equipment, at cost net of depreciation and amortization
|
258,953,000
|
230,232,000
|
|||||
|
Costs
in excess of fair value of net assets of businesses acquired, net
|
117,517,000
|
108,417,000
|
|||||
|
Assets
of discontinued operations
|
5,435,000
|
2,194,000
|
|||||
|
Intangible
and other assets
|
64,779,000
|
58,818,000
|
|||||
|
$
|
975,760,000
|
$
|
959,858,000
|
||||
|
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
|||||||
|
Current
Liabilities:
|
|||||||
|
Notes
payable and current portion of long-term debt
|
$
|
2,944,000
|
$
|
3,392,000
|
|||
|
Accounts
payable
|
118,292,000
|
99,007,000
|
|||||
|
Accrued
liabilities
|
63,650,000
|
60,764,000
|
|||||
|
Income
taxes
|
1,720,000
|
14,153,000
|
|||||
|
Liabilities
of discontinued operations
|
15,560,000
|
17,287,000
|
|||||
|
Total
current liabilities
|
202,166,000
|
194,603,000
|
|||||
|
Long-term
debt
|
231,740,000
|
229,438,000
|
|||||
|
Other
liabilities and deferred credits
|
71,727,000
|
61,929,000
|
|||||
|
Liabilities
of discontinued operations
|
10,135,000
|
6,949,000
|
|||||
|
Shareholders'
equity
|
459,992,000
|
466,939,000
|
|||||
|
$
|
975,760,000
|
$
|
959,858,000
|
||||
|
GRIFFON
CORPORATION AND SUBSIDIARIES
|
||
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||
|
(Unaudited)
|
| PRELIMINARY |
NINE
MONTHS ENDED JUNE 30,
|
||||||
|
2008
|
2007
|
||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES - CONTINUING OPERATIONS:
|
|
||||||
|
Net
income (loss)
|
$
|
(32,524,000
|
)
|
$
|
13,117,000
|
||
|
Loss
from discontinued operations - net of taxes
|
39,273,000
|
5,005,000
|
|||||
|
Adjustments
to reconcile net income (loss) to net cash provided by operating
activities of continuing operations:
|
|||||||
|
Depreciation
and amortization
|
32,225,000
|
29,474,000
|
|||||
|
Stock-based
compensation
|
2,012,000
|
1,884,000
|
|||||
|
Provision
for losses on accounts receivable
|
447,000
|
121,000
|
|||||
|
Write-off
of unamortized deferred financing costs
|
495,000
|
---
|
|||||
|
Deferred
income taxes
|
874,000
|
1,003,000
|
|||||
|
Change
in assets and liabilities:
|
|||||||
|
Decrease
in accounts receivable and contract costs and recognized
income not yet billed
|
17,650,000
|
7,165,000
|
|||||
|
Increase
in inventories
|
(18,746,000
|
)
|
(3,446,000
|
)
|
|||
|
Increase
in prepaid expenses and other assets
|
(19,275,000
|
)
|
(735,000
|
)
|
|||
|
Increase
(decrease) in accounts payable, accrued liabilities and income
taxes payable
|
29,327,000
|
(40,504,000
|
)
|
||||
|
Other
changes, net
|
(2,351,000
|
)
|
(311,000
|
)
|
|||
|
81,931,000
|
(344,000
|
)
|
|||||
|
Net
cash provided by operating activities - continuing
operations
|
49,407,000
|
12,773,000
|
|||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES - CONTINUING OPERATIONS:
|
|||||||
|
Acquisition
of property, plant and equipment
|
(49,101,000
|
)
|
(23,027,000
|
)
|
|||
|
Acquisition
of business
|
(1,829,000
|
)
|
(817,000
|
)
|
|||
|
Proceeds
from sale of investment
|
1,000,000
|
---
|
|||||
|
Decrease
(increase) in equipment lease deposits
|
3,235,000
|
(4,597,000
|
)
|
||||
|
Funds
restricted for capital projects
|
---
|
(4,471,000
|
)
|
||||
|
Net
cash used in investing activities - continuing operations
|
(46,695,000
|
)
|
(32,912,000
|
)
|
|||
|
CASH
FLOWS FROM FINANCING ACTIVITIES - CONTINUING OPERATIONS:
|
|||||||
|
Purchase
of shares for treasury
|
(579,000
|
)
|
(3,287,000
|
)
|
|||
|
Proceeds
from issuance of long-term debt
|
84,600,000
|
47,891,000
|
|||||
|
Payments
of long-term debt
|
(82,130,000
|
)
|
(7,449,000
|
)
|
|||
|
Decrease
in short-term borrowings
|
(896,000
|
)
|
(6,132,000
|
)
|
|||
|
Financing
costs
|
(1,735,000
|
)
|
---
|
||||
|
Exercise
of stock options
|
---
|
2,563,000
|
|||||
|
Tax
benefit from exercise of stock options
|
---
|
685,000
|
|||||
|
Other,
net
|
(879,000
|
)
|
(1,315,000
|
)
|
|||
|
Net
cash provided by (used in) financing activities - continuing
operations
|
(1,619,000
|
)
|
32,956,000
|
||||
|
CASH
FLOWS FROM DISCONTINUED OPERATIONS:
|
|||||||
|
Net
cash provided by (used in) operating activities
|
(3,842,000
|
)
|
17,046,000
|
||||
|
Net
cash provided by (used in) investing activities
|
3,928,000
|
(16,923,000)_
|
|||||
|
Net
cash provided by discontinued operations
|
86,000
|
123,000
|
|||||
|
Effect
of exchange rate changes on cash and cash equivalents
|
1,113,000
|
695,000
|
|||||
|
NET
INCREASE IN CASH AND CASH EQUIVALENTS
|
2,292,000
|
13,635,000
|
|||||
|
CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
44,747,000
|
22,389,000
|
|||||
|
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
47,039,000
|
$
|
36,024,000
|
|||
Contact:
Patrick L. Alesia
Chief
Financial Officer
(516)
938-5544
GRIFFON
CORPORATION ANNOUNCES RIGHTS OFFERING TO
FUND
FUTURE GROWTH
Griffon
Rights Offering to be Backed by Unit of Goldman
Sachs
Gross
Proceeds of Financing will range between $170 and
$255 million
JERICHO,
NEW YORK, August 7, 2008 - Griffon
Corporation (NYSE: GFF) announced today a 20 million share common stock rights
offering to its shareholders in order to raise equity capital for general
corporate purposes and to fund future growth. The rights will have an exercise
price of $8.50 per share. GS Direct, L.L.C., an affiliate of Goldman, Sachs
& Co., has agreed to back stop the rights offering by purchasing on the same
terms any and all shares not subscribed through the exercise of rights. GS
Direct will purchase additional shares of common stock at the rights offering
price if it does not acquire a minimum of 10 million shares of common stock
as a
result of its back stop commitment. The transactions are expected to raise
gross
proceeds of between approximately $170 and $255 million.
The
Company intends to file with the Securities and Exchange Commission a
registration statement covering these transactions, and the distribution of
rights and commencement of the rights offering will occur promptly following
the
effectiveness of that registration statement.
Under
the
terms of the rights offering, the Company will distribute at no charge to the
holders of its common stock transferable rights to purchase up to an aggregate
of approximately 20 million new shares of common stock. The Company will
distribute to each such holder one transferable right for every share of common
stock owned on the record date, which will be set forth in a prospectus to
be
filed with the Securities and Exchange Commission. Each right will entitle
the
holder to purchase .66 shares of common stock at the subscription price of
$8.50
per share of common stock. Record date stockholders who fully exercise their
rights will be entitled to subscribe, subject to certain limitations and subject
to allotment, for additional shares that remain unsubscribed as a result of
any
unexercised rights in an amount equal to up to 20% of their shareholdings as
of
the record date. Consummation of the rights offering is subject to customary
closing conditions.
In
connection with the rights offering, GS Direct has agreed, subject to certain
terms and conditions, to purchase from the Company promptly after the closing
of
the rights offering, at the subscription price, all of the shares for which
subscriptions were not received as part of the rights offering. In addition,
in
the event GS Direct acquires less than 10 million shares of common stock in
the
backstop commitment, GS Direct has committed, subject to certain conditions,
to
purchase from the Company an additional number of shares at the subscription
price such that it will have acquired in the aggregate with the backstop
commitment 10 million shares of common stock.
This
press release shall not constitute an offer to sell or the solicitation of
an
offer to buy any securities, nor shall there be any sale of securities in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
The
rights offering, which is expected to be launched immediately following the
effectiveness of a registration statement relating to the offering, will be
made
only by means of a prospectus.
Forward-looking
Statements
“Safe
Harbor” Statement under the Private Securities Litigation Reform Act of 1995:
All statements other than statements of historical fact included in this
release, including without limitation statements regarding the company’s
financial position, business strategy and the plans and objectives of the
company’s management for future operations, are forward-looking statements. When
used in this release, words such as “anticipate”, “believe”, “estimate”,
“expect”, “intend”, and similar expressions, as they relate to the company or
its management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of the company’s management, as well as
assumptions made by and information currently available to the company’s
management. Actual results could differ materially from those contemplated
by
the forward-looking statements as a result of certain factors, including but
not
limited to, business, financial market and economic conditions, including,
but
not limited to, the credit market, the housing market, results of integrating
acquired businesses into existing operations, the results of the company’s
restructuring and disposal efforts, competitive factors and pricing pressures
for resin and steel, capacity and supply constraints and the ability to
consummate the rights offering. Such statements reflect the views of the company
with respect to future events and are subject to these and other risks,
uncertainties and assumptions relating to the operations, results of operations,
growth strategy and liquidity of the company as previously disclosed in
the
company’s SEC filings.
Readers
are cautioned not to place undue reliance on these forward-looking statements.
The company does not undertake to release publicly any revisions to these
forward-looking statements to reflect future events or circumstances or to
reflect the occurrence of unanticipated events.
About
Griffon Corporation
Griffon
Corporation, headquartered in Jericho, New York, is a diversified holding
company consisting of three distinct business segments: Electronic Information
and Communication Systems, through Telephonics Corporation; Garage Doors,
through Clopay Building Products Company; and Specialty Plastic Films, through
Clopay Plastic Products Company. Telephonics
Corporation’s high-technology engineering and manufacturing capabilities provide
integrated information, communication and sensor system solutions to military
and commercial markets worldwide. Telephonics specializes in aircraft
intercommunication systems, wireless communication systems, radars,
identification friend or foe products, integrated security systems, air traffic
management systems, aerospace electronics, and the performance of threat and
radar system analyses. Clopay
Building Products Company is a leading manufacturer and marketer of residential
garage doors to
professional installing dealers and major home center retail chains.
Clopay
Plastic Products is an international leader in the development and production
of
embossed, laminated and printed specialty plastic films used in a variety of
hygienic, health-care and industrial markets. For more information on the
company and its operating subsidiaries, please see the company's website at
www.griffoncorp.com.
###